Awakening
by Agent Frostbite
Summary: Padawan Rachel Starr is one of the few survivors of Order 66. She, the Darbys, and Skyfire have escaped from the Nemesis, only to be shot down moments later. While they careen toward the sandy dunes beneath them, the beast below has awoken and has begun to stir. Barriss is also in pursuit, which will undoubtedly lead to an epic showdown... Sixth in the Refugee Series.


The first alarm bell went off in his processor when Miko texted Bulkhead during school. It was something the teen didn't normally do, despite having voiced multiple times her dislike for school.

The second was when Raf did the same. Both had asked where Jack was. While normally he would've had Arcee check on him, Arcee was off on a mission.

Which was bell number three when she returned with several unusual wounds inflicted by a weapon that she described as similar to Rachel's, but with a black hilt and a red blade made of what appeared to be pure energy.

He had ordered Ratchet to attempt to track Jack's cellphone. Ratchet came up empty, which was bad news.

Then Skyfire's signal had come up, flying at high speed off what must've been the cloaked Decepticon warship. There were three human life signs onboard: Jack, June, and Rachel.

And then, just because nothing could go right for long, Skyfire took a nosedive, indicating he'd been shot, most likely by the alien ship in pursuit of them. "Ratchet," Optimus said, "lock onto those coordinates and open a GroundBridge."

* * *

Barriss' smile widened as the shot connected with the Autobot and sent them down toward the planet's surface. The Padawan was foolish enough to use the Force to aid her escape, but hanging out the boarding ramp? Was the girl completely idiotic?

No, she couldn't have been, because she'd evaded the Inquisitor this long, and of course she would have to possess a great degree of intelligence for that. But this game of cat and mouse had gone on for long enough. She shouldn't have ever allowed the Decepticons to handle it.

Morons.

She directed her ship and followed the falling Cybertronian to the surface.

* * *

Rachel knew what crashing was, and there was no way Skyfire could salvage this. He was barely even awake. Rachel rushed to the cockpit and took the controls. "Strap in!" she shouted.

They did so, and she got it- got _him_ nose up. She guided him toward the sandy ground beneath as well as she could - she was no pilot.

The landing was rough, and even if they'd had landing gear, it would've done no good. They sunk into the sand as the slid to a halt. At least it cushioned the blow.

She groaned as she turned to look. "You guys alright?' she asked, a little worried about how out-of-it she sounded.

"Ugh..." Jack groaned. June sat up and unclipped from the seat, moving to examine Jack's head wound. "Mom?" he asked blearily.

"Hold still, Jack," she said. "Mild concussion," she concluded after a moment. "Is there a way to call the Autobots?" A sharp, mechanical whine outside and a burst of warm air indicated a ship had set down near them.

Rachel marched out and saw the ramp lowering. There was a burst of the Dark Side, surrounding them. Surrounding her specifically. The Inquisitor herself stepped out, and Rachel was visibly shocked to see it was Barriss Offee.

Everyone knew about the Padawan who'd bombed the Temple. Rachel had even worked with her a time or two, but had never actually formally met the Padawan. She was also slightly surprised to see that it was the same person she'd seen the phantom of in the bathroom just that morning.

Had it really only been that long?

It was nighttime now, or getting close to it. The sun hadn't set completely, but the full moon was already out and shining down on them. It reflected off the sand, lighting up the area with such brilliance that it was easy to see her opponent.

Barriss smirked and pulled the double-blade lightsaber off her back, igniting it. The blood red blade lit the black armor she was wearing. Rachel pulled hers and did the same. Her sapphire blue blade light enveloped her, giving her confidence. There were three things Rachel had to do.

One: She had to get Barriss' attention off the others and firmly on her, no matter what.

Two: She had to lure her away from them so if she did lose Barriss' interest, she'd have time to recover.

Three: She had to keep the others alive long enough to the Autobots to find them. And she knew they would; she could sense it.

"Do you fear me, _Jedi_?" Barriss said, spitting the last word at her like an insult.

"No," Rachel answered, standing tall. Barriss frowned, and then charged with a battle cry. Rachel blocked the first blow, and was slightly shocked and disheartened by how strong it was. She blocked the second blow, stepping back to absorb it. The third blow knocked her back further.

Barriss smiled, and Rachel started actually fighting. She parried the next blow, and followed it up with one of her own. "That's the spirit!" Barriss taunted. Rachel swung again, aiming for the Inquisitor's knees, then her shoulders, then her waist. Varying the target site and thus, forcing her to defend everything.

Barriss had little problem with this, telling Rachel that Barriss had leaned other forms of lightsaber combat. Rachel herself practiced Forms III and IV, and had a fair handle on the battle, to a point.

Barriss had a whole lot of energy, a whole lot of training, and a strong connection to the Dark Side, and maybe that was what drew it out.

The ground began to shift and move just as Rachel started to lose.

The sand started to fall away, as if something was opening beneath them. Rachel tried to stay ahead of the hole opening up. She failed to, but it stopped opening up after she fell through, which meant while she was trapped down there with Barriss, the others weren't.

With two goals secured, she could focus on fighting. She regrouped and attacked Barriss again, this time with a new energy.

Light was now virtually nonexistent, so their lightsabers provided the only illumination, thus hindering their visibility. Sapphire blue crossed blood red, and the area was bathed in purple that somehow unnerved her as much as it intrigued her.

She forced Barriss back to the only ray of moonlight that managed to filter through. The Inquisitor brought her lightsaber down some kind of pedestal, and the whole area lit up with a deep orange glow, coming from lights under the many columns that were now visible.

Any advantage Rachel might've had with stealth in darkness was now lost completely. The fight gained new life now that they could see each other and weren't just looking for lightsabers. It went back and forth, with both gaining and giving ground as they travelled around the room.

Barriss was talented and skilled, but Rachel was determined. Barriss managed to nearly take off Rachel's hand with a lucky swing, but Rachel dropped and rolled away just in time. Rachel got to her feet and jumped up on one of the columns. Barriss did the same. The two were close enough that their lightsaber could touch, but not touch each other.

It was a stalemate for a bit as they tried to put enough momentum into the swings to get the other to lose balance and fall. Barriss finally had enough and dived for Rachel's column, slicing it in two about three feet down from the top, and sending Rachel to the floor with a surprised shout.

The Padawan hit the ground hard, and rolled to absorb what she could and keep moving. Barriss approached her, and Rachel got to her feet, wincing when she put pressure on her left ankle.

It was twisted.

Which meant it would recover, but she was gonna have to fight like crazy in _one_ spot for it to get a chance to. That was a major weakness, and one she could ill afford against such a powerful opponent.

Barriss smirked and charged again. Rachel stood her ground until the ground started to move.

And shift.

And crack.

With a giant beast taking its place.

It rose, and the long limb she was on twisted and she was forced to deactivate her lightsaber to get a good enough grip to hang on as it went vertical and took to the air. "Whoa-oa!" she exclaimed. Barriss also shouted as she had to do the same.

As it rose, Rachel realized what it was:

A Zillo Beast. On _Earth_. How were they supposed to defeat this?

* * *

The black and purple femme stealthily climbed out of the revealed cavernous room. She smirked as the beast rose from the very ground beneath the two fighting humans. Yes, their weapons were new, and yes, one was not a human, but they were still squishy and fleshy and oh-so-breakable.

Besides, she'd gotten chatter that the blonde was Arcee's new partner. Another pet for the two-wheeler. Killing her would be a special treat. Her long extra legs carried her as she crawled along the wall and toward the two humans.

"Oh, Arcee, when _will_ you stop being so careless?" the spider asked, though the blue Autobot wasn't around. "Guess I'll just have to keep your dear friend company."

 **A/N: Fight scenes! Were they any good? Please tell me they were good. Also, ZILLO BEAST. How are they gonna handle that thing? (No, seriously, I'm open to ideas again. I do need them.) Also, has anyone guessed who the new player is?**

 **And now, for answers to reviews.**

 **Gabriel: Your idea was great, and the funny thing is that I was literally writing the scene of the Zillo Beast's appearance when you posted the review. Great minds think alike! Also, I don't think I've got any room for MECH in this storyline, but I like Rachel too much to just stick her on the shelf, so expect another storyline sometime in the future!**

 **Guest: Yeah, I know. The thing is that my muse can be unreliable, and writing each as a semi-standalone one-shot allows me some more freedom for timing, and it also alters what I can do in terms of moving the storyline along. Plus, I promised myself when I started this that I was never gonna post anything that was unfinished, and I'm technically still keeping my promise.**

 **Thanks so much for reading and I'll see you next time!**


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